Terms associated with Microsoft Subscription with Foetron

General:

• For the successful completion of this project, we will need support from your team in terms of prior work done or resources available to you in the same or related knowledge sphere.
• The quoted price does not include any other additional tools or services required for service delivery.
• Pro-rata provisioning:

• Pro-rata calculation will be on the existing SKUs. (Unit price/ 360) * (number of days). For SKUs being provisioned for the first time, the most recent pricing will be applicable.

• There is no possibility to make the end dates of two separate SKU same in the pro-rata billing model

• Support:

• The customer has to coordinate with Indirect CSP / Microsoft to receive any support or associated SLAs
• Support will be as per the guidelines of the Indirect CSP provider.
• Customers are required to submit the detailed PSR for the support teams to analyze the issue.  
• It is mandatory to have a global admin account to get support.

• Subscription Expiry:

• Subscription will be expiring on the due date.
• The customer must maintain their subscription dates and proactively renew them 60 days prior to the last dates.
• The customer is liable to pay for the services used after the expiry date.
• In case of non-payment or any other issue, the suspension shall result in disruption of services and Foetron/Microsoft shall not be responsible for any loss of data or any other loss/ liability that you/ your end customers may incur due to such suspension.

• The customer will monitor and control any misuse of the provisioned feature of the equipment. Foetron will not be held responsible for such change/misuse.
• Customer Data. The customer is solely responsible for the content of all Customer Data. Customer will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to Customer without violating the rights of any third party or otherwise obligating Microsoft to Customer or to any third party. Microsoft does not and will not assume any obligations with respect to Customer Data or to your use of the Product other than as expressly set forth in this agreement or as required by applicable law.
• End Users. The customer will control access by End Users, and the customer is responsible for their use of the Product in accordance with the Microsoft/Indirect CSP agreements. 
• Responsibility for Customer accounts. Customers are responsible for maintaining the confidentiality of any non-public authentication credentials associated with Customer use of the Online Services. Customers must promptly notify Microsoft customer support about any possible misuse of Customer accounts or authentication credentials, or any security incident related to the Online Services.
• Commercials and necessary amendments will be made on the renewal of the contract or upon any change during the agreement period as per mutual agreement.
• Non-Hire: Customer shall not directly or indirectly, solicit, employ or contract the services of any person who is or was employed or engaged by Foetron during the tenure of this agreement or 3 years thereafter unless it is specifically agreed upon to in writing by us.
• Notice: 60 days of the notice period or equivalent compensation is required for the termination of the contract

• Foetron may also terminate this Agreement immediately upon notice to the Customer for cause if any act or omission by the Customer results in a suspension of services by Microsoft and/ or in order to comply with the law or requests of governmental entities
• Upon any termination of this Agreement, Customer shall remain responsible for all fees and charges Customer have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination.

• During the initial stages of the project, you will provide us with your perspective on various aspects of the study and help us refine/finalize the hypotheses that we seek to validate/negate during the course of the project.
• We assume that your team will be available to provide timely feedback/comments/support, when requested, during the course of the project. 
• Limitation of liability: For each Product or service, the customer indemnifies Foetron of any liability arising due to subscription use, suspension of services, or any other issue with Indirect CSP, Microsoft or any other 3^rd part application provider. Each party’s maximum aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the customer of the amount paid as a service contract. The subscription fee and its liability is to be reviewed under the contract of the Indirect CSP provider or Microsoft. 

• Free Products and distributable code.  For Products or services provided free of charge 
• Exclusions.  In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however, caused or on any theory of liability. 
• Exceptions.  No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights.

• Please note:  The effort estimates above (timelines/pricing) are based on the project scope and periods defined in this document. In case you require adjustments (e.g. additional scope) in the scope/methodology during the course of the project, we may need to revisit the effort estimate. Given our association, we will mutually discuss the same and revise the timelines and pricing for the project, accordingly.
• Microsoft products and services: SLAs for Microsoft products and services will be governed by Microsoft Customer Agreement or Indirect CSP or signed support agreement at any point in time.
• Notice:

• This Agreement will be governed by the laws of India on all substantive aspects, and both parties consent to the exclusive jurisdiction of the courts in New Delhi, India.
• Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

Scope Change:

Any change in the scope- in terms of additional requests or new projects, the additional effort required bringing into effect the change, would be arrived at mutually between Customer and Foetron.  It will be separate from this scope.

Assumptions:

Customer and Foetron technical personnel will agree on the appropriate security measures to prevent unauthorized access. However, it is the sole responsibility of the customer to ensure security of its network. Foetron will not connect to Customer’s network without prior authorization and the purpose of such connection will only to provide technical support. If access procedures of such data links, including procedures related to security, require non-standard activity on Foetron’s part or impose additional costs on Foetron, then Foetron would require formal consent of Customer to bear such costs before proceeding further. If Customer fails or causes delay in providing remote connectivity, Foetron will be excused from its response/resolution performance for a period equal to such failure or delay by Customer.

Force Majeure:

Foetron shall not be responsible for any shortcomings in the executions of commitments proposed under this offer due to reasons beyond its control, including but not limited to the situation arising due to war, flood, natural disasters, policy decisions, etc. Reasonable relaxation with mutual agreement, in the terms, must be considered by the Customer in all such cases.

Additional Inputs:

• A resource should not be utilized for more than 48 hours per week as per the Indian labor laws.
• The resources would be entitled to take leave as per Foetron’s leave policy unless otherwise specified by the Customer.
• Expenses related to activities of the customer or in association with the customer will be borne by the customer including and not limited to:

• Travel, meal, and accommodation as per the internal policy guidelines